Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
| KAYAK Software Corporation |
(Name of Issuer)
|
| Class A Common Stock, $0.001 par value |
(Title of Class of Securities)
(CUSIP Number)
|
Kathryn I. Murtagh Harvard Management Company, Inc. 600 Atlantic Avenue Boston, MA 02210 (617) 523-4400 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
| | | | | | |
| 1 | | NAMES OF REPORTING PERSONS. President and Fellows of Harvard College |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS WC |
| 5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 416,675 |
| | 8 | | SHARED VOTING POWER 0 |
| | 9 | | SOLE DISPOSITIVE POWER 416,675 |
| | 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 416,675 |
12 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.73% |
14 | | TYPE OF REPORTING PERSON EP |
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the shares of Class A Common Stock, $0.001 par value (the “Common Stock”), of KAYAK Software Corporation, a Delaware corporation (the “Issuer”), which has its principal executive offices at 55 North Water Street, Suite 1, Norwalk, CT 06854.
Item 2. Identity and Background.
This statement is filed by President and Fellows of Harvard College (“Harvard”), a Massachusetts educational corporation. The principal executive offices of Harvard are located at c/o Harvard Management Company, Inc., 600 Atlantic Avenue, Boston, Massachusetts 02210. Harvard’s investment activities are carried on from the offices of Harvard Management Company, Inc. at 600 Atlantic Avenue, Boston, Massachusetts 02210.
Information relating to each of the President, the Fellows and the executive officers of Harvard is contained in Exhibit A attached hereto and incorporated herein by reference. Each of the President, the Fellows and the executive officers of Harvard is a citizen of the Untied States of America.
None of Harvard or, to the best of Harvard’s knowledge or belief, any of the persons listed in Exhibit A has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Neither Harvard, nor to the best of Harvard’s knowledge and belief, any of the persons listed in Exhibit A has, during the past five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Beneficial ownership of the Common Stock of the Issuer to which this statement relates was acquired by Harvard with Harvard’s general funds.
Item 4. Purpose of Transaction.
This Amendment No. 2 to Harvard’s Schedule 13D filing is occasioned by the change in Harvard’s percentage ownership of the Common Stock described in Item 5 below.
Harvard acquired the Common Stock in the ordinary course of its endowment investing for the purpose of maximizing the risk-adjusted investment return on its endowment funds and other long-term investment assets. Except as described in previous filings on Schedule 13D, Harvard does not have any plans or proposals which relate to or would result in any of the actions set forth in parts (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a), (b) Harvard is the beneficial owner of 416,675 shares of Common Stock (approximately 4.73% of the shares of the Issuer’s issued and outstanding Common Stock based on the most recent filing of the Issuer with the SEC).
Harvard has sole power to vote and sole power to dispose of such shares to which this statement relates.
(c) Since its most recent filing on Schedule 13D, Harvard has not bought or sold shares of Common Stock of the Issuer.
(d) Not applicable.
(e) March 29, 2013.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Except as described in previous filings on Schedule 13D, Item 6 is not applicable.
Item 7. Material to be Filed as Exhibits.
| Exhibit A | Information concerning the President, the Fellows and the executive officers of Harvard. |
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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| Date: April 3, 2013 | | | | PRESIDENT AND FELLOWS OF HARVARD COLLEGE |
| | | |
| | | | By: | | /s/ Kathryn I. Murtagh |
| | | | | | Name: | | Kathryn I. Murtagh |
| | | | | | Title: | | Authorized Signatory |
Exhibit Index
| | |
Exhibit
Number | | Description |
| |
| A | | Information concerning the President, the Fellows and the executive officers of Harvard |
Exhibit A
DIRECTORS AND EXECUTIVE OFFICERS
The names of the President, the Fellows and the executive officers of Harvard and their business addresses and present principal occupation or employment are set forth below. If no business address is given, the business address of such director or executive officer is c/o Harvard Management Company, Inc., 600 Atlantic Avenue, Boston, Massachusetts 02210.
PRESIDENT, FELLOWS AND EXECUTIVE OFFICERS OF HARVARD COLLEGE
| | |
Name | | Office/Position |
Drew Gilpin Faust | | President |
James F. Rothenberg | | Treasurer |
Mark Goodheart | | Secretary |
Lawrence S. Bacow | | Fellow |
Paul J. Finnegan | | Fellow |
Susan L. Graham | | Fellow |
Nannerl O. Keohane | | Fellow |
William F. Lee | | Fellow |
Jessica T. Matthews | | Fellow |
Joseph J. O’Donnell | | Fellow |
Robert D. Reischauer | | Fellow |
James F. Rothenberg | | Fellow |
Robert E. Rubin | | Fellow |
Theodore V. Wells Jr. | | Fellow |
